Evolve
IMPORTANT–PLEASE READ THESE TERMS CAREFULLY: This End-user License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Echobit, LLC ("Echobit") for the use of Evolve ("Software"). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. 1. GRANT OF LICENSE Echobit grants you the following rights provided that you comply with all terms and conditions of this EULA: 1.1 Installation and use. You may install and use a copy of the Software on an unlimited number of personal computers and devices under your control. 1.2 License Grant for Documentation. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only. 1.3 License Grant for Included Plugins. The Software may include plugins. You may make personal use of plugins included with the software. You may make modifications to such plugins for personal use. Redistribution of included plugins or modified versions thereof is prohibited, unless allowed by the plugins' license or otherwise approved by Echobit. 1.4 License Grant for User Created Plugins. Original plugins created for use with the Software may be redistributed without restriction, for both personal and commercial use. Such plugins must include a disclaimer establishing their unofficial and independent nature. 2. RESERVATION OF RIGHTS AND OWNERSHIP Echobit reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Echobit owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Echobit. 3. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 4. NO RENTAL/COMMERCIAL HOSTING You may not rent, lease, lend or provide commercial hosting services for the Software. 5. CONSENT TO USE OF DATA You agree that Echobit and its affiliates may collect and use information concerning your use of the Software. Echobit may use this information to improve its products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you. For more information on how Echobit collects and uses your information, review the Echobit privacy policy found athttps://www.evolvehq.com/legal/privacy (the "Privacy Policy"). 6. ADDITIONAL SOFTWARE/SERVICES This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Software that Echobit may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. Echobit reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Software. 7. UPGRADES To use Software identified as an upgrade, you must be licensed for the Software identified by Echobit as eligible for the upgrade. 8. NOT FOR RESALE SOFTWARE Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation. 9. NO COMMERCIAL USE Use of this software to facilitate work for commercial purposes is prohibited. 10. EXPORT RESTRICTIONS You acknowledge that the Software is subject to U.S. export jurisdiction and control laws. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. You agree that the Software will not be used for any purpose prohibited by these laws including, without limitation, nuclear, biological, or chemical weapons proliferation. 11. TERMINATION Without prejudice to any other rights, Echobit may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. 12. DISCLAIMER OF WARRANTIES 12.1 Although Echobit has attempted to provide accurate information with regard to the Software, Echobit assumes no responsibility for the accuracy or inaccuracy of the information. Echobit may change the Software at any time without notice. Mention of non-Echobit products or services is for informational purposes only and constitutes neither an endorsement nor a recommendation. Use of the Software is at your risk. 12.2 THE SOFTWARE, AND ALL INFORMATION, SERVICE, DOCUMENTATION AND PRODUCTS PROVIDED BY ECHOBIT PURSUANT TO THIS EULA, ARE PROVIDED SOLELY ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 13. LIMITATIONS OF DAMAGES AND LIABILITY 13.1 ECHOBIT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL ECHOBIT BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SOFTWARE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF ECHOBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.2 IN NO EVENT SHALL ECHOBIT'S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO ECHOBIT, IF ANY, FOR THE PRODUCTS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 13.3 ALL DISCLAIMERS AND LIMITATIONS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS. 14. USE OF THE SOFTWARE AND RELATED SERVICES Your use of the Software is further subject to the Echobit's Code of Conduct (https://www.evolvehq.com/legal/conduct) and the following sections of the evolvehq.com Terms of Use (https://www.evolvehq.com/legal/tou): "Your Submissions", "Principles of Participation," "Termination," and "Responsibility for Use; Limitations of Liability" (collectively the "Terms of Use"). 15. GENERAL TERMS This EULA, along with the Privacy Policy and Terms of Use (each of which is hereby incorporated by reference), constitutes the entire agreement between each user and Echobit and governs each user's use of the Software, superseding any prior agreements. The EULA shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions; each party to this EULA shall submit to the personal and exclusive jurisdiction of the courts located within Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The parties hereto have requested that this Agreement be drafted in English. Les parties aux présentes ont exigé que le présent contrat soit rédigé en langue anglaise. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.